Employment Agreement dated March 27, 2006


     

     

    Exhibit
      10.1

     

    EXECUTIVE
      EMPLOYMENT AGREEMENT

     

    This
      EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") dated effective as of March
      27,
      2006 (the "Effective Date") is made and entered into by and between Frederick
      Larcombe, an individual (the "Executive") Xenomics, Inc., a company incorporated
      under the laws of the state of Florida (the "Company").

    


    WITNESSETH:

    


    The
      Company desires to employ the Executive, and the Executive wishes to accept
      such
      employment with the Company, upon the terms and conditions set forth in this
      Agreement.

    


    In
      consideration of the mutual promises and agreements set forth herein and other
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereto, intending to be legally bound, agree
      as
      follows:

    


    1.
      Employment.

    


    The
      Company hereby agrees to employ Executive, and Executive hereby accepts such
      employment and agrees to perform Executive's duties and responsibilities in
      accordance with the terms and conditions hereinafter set forth.

    


    1.1
      Duties and Responsibilities.

    


    Executive
      shall serve as Chief Financial Officer of Company. During the Employment Term
      (as defined below), Executive shall perform all duties and accept all
      responsibilities incident to such position and other appropriate duties as
      may
      be assigned to Executive by the Chief Executive Officer and Company's Board
      of
      Directors ("Board") from time to time, including service as an officer,
      director, employee or consultant to the Company's subsidiaries, affiliates
      and
      joint ventures. The Company shall retain full direction and control of the
      manner, means and methods by which Executive performs the services for which
      he
      is employed hereunder. The Executive shall typically work four days per week.
      However, it is acknowledged that the exact number of days the Executive will
      work in any given week may vary significantly, but, over an extended period
      of
      time, will average four days per week. Except for vacation, personal or sick
      days, or holidays, the Executive shall typically work during Company's normal
      business hours which are 9:00 a.m. to 5:30 p.m. Monday to Friday.

    


    1.2
      Place
      of Business.

    


    Executive
      acknowledges that the Company is headquartered in the Borough of Manhattan
      of
      the City of New York, New York with a laboratory located in Monmouth Junction,
      New Jersey, and has a joint venture which is headquartered in Rome, Italy.
      The
      Executive will perform his principal duties and responsibilities in either
      the
      Company's New York or New Jersey locations at the Chief Executive Officer's
      discretion and agrees to occasional travel to the joint venture's office in
      Rome
      and other domestic and international locations.

    


    1.3
      Employment Term.

    


    The
      term
      of Executive's employment under this Agreement shall commence as of the
      Effective Date and shall continue for one (1) year, unless earlier terminated
      in
      accordance with Section 4 hereof. The term of Executive's employment shall
      be
      automatically renewed for successive one (1) year periods until the Executive
      or
      the Company delivers to the other party a written notice of their intent not
      to
      renew the "Employment Term," (a "Non-Renewal Notice") such written notice to
      be
      delivered at least sixty (60) days prior to the expiration of the then-effective
      "Employment Term" as that term is defined below. The period commencing as of
      the
      Effective Date and ending one (1) year thereafter or such later date (the
      "Expiration Date") to which the term of Executive's employment under the
      Agreement shall have been extended by mutual written agreement is referred
      to
      herein as the "Employment Term."

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    1.4
      Extent of Service.

    


    During
      the Employment Term, Executive agrees to use Executive's best efforts to carry
      out the duties and responsibilities under Section 1.1 hereof and, subject to
      the
      constraints described in Section 1.1, to devote substantially all Executive's
      business time, attention and energy thereto. Executive further agrees not to
      work either on a part-time or independent contracting basis for any other
      business or enterprise during the Employment Term, except as Chief Financial
      Officer for FermaVir Pharmaceuticals, Inc. or Callisto Pharmaceuticals, Inc.
      on
      a part-time basis, without the prior written consent of the Board, which consent
      shall not be unreasonably withheld.

    


    1.5
      Base
      Salary.

    


    The
      Company shall pay Executive a base salary (the "Base Salary") at the annual
      rate
      of $140,000 (U.S.), payable at such times as the Company customarily pays its
      other senior level executives (but in any event no less often than monthly).
      The
      Base Salary shall be subject to all state, Federal, and local payroll tax
      withholding and any other withholdings required by law. The Base Salary is
      subject to periodic increases in accordance with Company's policies and/or
      practices for senior level executives, but no less frequently than every twelve
      (12) months. 

    


    1.6
      Incentive Compensation.

    


    In
      addition to the Base Salary, Executive shall be eligible to earn a cash bonus
      of
      up to twenty percent (20%) of the Base Salary for the first twelve-month period
      during the Employment Term ("Annual Bonus") at the discretion of the Board
      or,
      if the Board organizes a compensation committee, such committee (the
      "Committee"). Within three (3) months after the Effective Date, the Board or
      the
      Committee shall agree upon goals required for Executive to earn the Annual
      Bonus. Executive's bonus, if any, shall be subject to all applicable tax and
      payroll withholdings. The amount of the Annual Bonus is not subject to
      decreases, but is subject to periodic increases in accordance with Company's
      policies and/or practices for senior level executives, but no less frequently
      than every twelve (12) months.

    


    1.7
      Options.

    


    
      	
              (a)

            	
              Executive
                shall be eligible to participate in the Xenomics 2004 Stock Option
                Plan
                (the "Plan"). The Board of Directors of Xenomics, Inc., will make
                an
                initial grant of options to the Executive as
                follows:

            


    

    


    
      	 	
              (i)

            	
              The
                number of initial option shares granted to Executive is 200,000 shares
                of
                Company's common stock.

            


    

    


    
      	 	
              (ii)

            	
              The
                exercise price at which Executive can purchase initial option shares
                is
                equal to the closing price of the Company's common stock on the Effective
                Date.

            


    

    


    
      	 	
              (iii)

            	
              The
                option is exercisable only to the extent vested in accordance with
                the
                schedule set forth in paragraph 1.7(a)(iv), below, and the
                Plan.

            


    

    


    
      	 	
              (iv)

            	
              Initial
                option shares granted shall vest in accordance with the following
                schedule:

            


    

    


    
      	 	 	
              -
                33 1/3% option shares shall vest on the first anniversary of the
                Effective
                Date;

            


    

    


    
      	 	 	
              -
                33 1/3% option shares shall vest on the second anniversary of the
                Effective Date; and

            


    

    


    
      	 	 	
              -
                33 1/3% option shares shall vest on the third anniversary of the
                Effective
                Date.

            


    

    


    
      	 	
              (v)

            	
              The
                option shall expire, and be of no further force or effect, on the
                tenth
                anniversary of the Effective Date or, earlier in the event of disability,
                death or other termination of service as set forth in the
                Plan.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (b) 
The
      option agreement will contain a provision that in the event there shall have
      been a Change in Control of the Company while the Executive is an employee
      of
      the Company and the Executive’s employment by the Company thereafter shall have
      been terminated by the Company (the “Termination Date”) or by the Executive for
      Good Reason, within two years of the date upon which the Change in Control
      shall
      have occurred, unless such termination is as a result of (i) the Executive’s
      death; (ii) the Executive’s Disability; (iii) the Executive’s Retirement
      (termination in accordance with the Company’s Retirement Plan applicable
      to its
      employees or in accordance with any other retirement arrangements which have
      been entered into with the Executive) or (iv) the Executive’s termination for
      Cause or Misconduct, all unvested stock options shall immediately and
      irrevocably vest and the exercise period of such options shall be automatically
      extended to the later of the longest period permitted by the Company’s stock
      option plans or ten years following the Termination Date. For purposes of the
      option agreement, a “Change in Control” shall be deemed to have occurred if (i)
      there shall be consummated (A) any consolidation or merger of the Company in
      which the Company is not the continuing or surviving corporation or pursuant
      to
      which shares of the Company’s Common Stock would be converted into cash,
      securities or other property, other than a merger of the Company in which the
      holders of the Company’s Common Stock immediately prior to the merger have
      substantially the same proportionate ownership of common stock of the surviving
      corporation immediately after the merger, or (B) any sale, lease, exchange
      or
      other transfer (in one transaction or a series of related transactions) of
      all
      or substantially all the assets of the Company; or (ii) the stockholders of
      the
      Company shall approve any plan or proposal for the liquidation or dissolution
      of
      the Company, or (iii) any person (as such term is used in Sections 13(d) and
      14(d)(2) of the Securities Exchange Act of 1934 (the “Exchange Act”)), other
      than the Company or any employee benefit plan sponsored by the Company, shall
      become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange
      Act) of securities of the Company representing 20% or more of the combined
      voting power of the Company’s then outstanding securities ordinarily (and apart
      from rights accruing in special circumstances) having the right to vote in
      the
      election of directors, as a result of a tender or exchange offer, open market
      purchases, privately negotiated purchases or otherwise, or (iv) at any time
      during a period of two consecutive years, individuals who at the beginning
      of
      such period constituted the Board of Directors of the Company shall cease for
      any reason to constitute at least a majority thereof, unless the election or
      the
      nomination for election by the Company’s stockholders of each new director
      during such two-year period was approved by a vote of at least two-thirds of
      the
      directors then still in office who were directors at the beginning of such
      two-year period

    


    1.8
      Other
      Benefits.

    


    During
      the Employment Term, Executive shall be entitled to health care coverage
      (medical, dental, and hospitalization) for Executive and his family consistent
      with the Company’s policy. In addition, Executive shall be entitled to
      participate in all employee benefit plans and programs made available to the
      Company's senior level executives as a group or to its employees generally,
      as
      such plans or programs may be in effect from time to time (the "Benefit
      Coverages"), including, without limitation, short-term and long-term disability
      and life insurance plans, accidental death and dismemberment protection and
      travel accident insurance. Executive shall be provided office space and staff
      assistance appropriate for Executive's position and adequate for the performance
      of his duties and responsibilities. Executive shall be indemnified by the
      Company to the fullest extent possible allowed under applicable state laws
      and
      be a named insured under the Company's Directors' and Officers' Liability
      insurance program.

    


    1.9
      Reimbursement of Expenses; Vacation; Sick Days and Personal Days.

    


    Executive
      shall be provided with reimbursement of expenses related to Executive's
      employment by the Company on a basis no less favorable than that which may
      be
      authorized from time to time by the Board, in its sole discretion, for senior
      level executives as a group. Executive shall be entitled to vacation and
      holidays in accordance with the Company's policies and/or practices for senior
      level executives, but not less than (a) two (2) weeks of vacation per calendar
      year until January 31, 2007 and (b) three (3) weeks of vacation per calendar
      year thereafter, provided Executive shall not utilize more than ten (10)
      consecutive business days without the express consent of the Chief Executive
      Officer. Executive shall be entitled to no more than an aggregate of ten (10)
      sick days and personal days per calendar year. Unused vacation time, sick and
      personal days will be forfeited as of January 31 of the following calendar
      year
      of the Employment Term.

    


    1.10
      No
      Other Compensation.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Except
      as
      expressly provided in Sections 1.4 through 1.9, and under Section 4 below,
      Executive shall not be entitled to any other compensation or benefits for
      services to the Company in any capacity and for services as an officer,
      director, employee and consultant for Company's subsidiaries, affiliates and
      joint ventures.

    


    2.
      Confidential Information.

    


    Executive
      recognizes and acknowledges that by reason of Executive's employment by and
      service to the Company before, during and, if applicable, after the Employment
      Term, Executive will have access to certain confidential and proprietary
      information relating to the Company's business, which may include, but is not
      limited to, trade secrets, trade "know-how," product development techniques
      and
      plans, formulas, customer lists and addresses, financing services, funding
      programs, cost and pricing information, marketing and sales techniques, strategy
      and programs, computer programs and software and financial information
      (collectively referred to herein as "Confidential Information"). Executive
      acknowledges that such Confidential Information is a valuable and unique asset
      of the Company and Executive covenants that he will not, unless expressly
      authorized in writing by the Company, at any time during the course of
      Executive's employment use any Confidential Information or divulge or disclose
      any Confidential Information to any person, firm or corporation except in
      connection with the performance of Executive's duties for and on behalf of
      the
      Company and in a manner consistent with the Company's policies regarding
      Confidential Information. Executive also covenants that at any time after the
      termination of such employment, directly or indirectly, he will not use any
      Confidential Information or divulge or disclose any Confidential Information
      to
      any person, firm or corporation, unless such information is in the public domain
      through no fault of Executive or except in connection with any arbitration
      or
      litigation between the Company and the Executive, when required to do so by
      law
      or governmental regulation pursuant to subpoena or by a court of law, by any
      governmental agency having supervisory authority over the business of the
      Company or by any administrative or legislative body (including a committee
      thereof) with apparent jurisdiction to order Executive to divulge, disclose
      or
      make accessible such information. All written Confidential Information
      (including, without limitation, in any computer or other electronic format)
      which comes into Executive's possession during the course of Executive's
      employment shall remain the property of the Company. Unless expressly authorized
      in writing by the Company, Executive shall not remove any written Confidential
      Information from the Company's premises, except in connection with the
      performance of Executive's duties for and on behalf of the Company and in a
      manner consistent with the Company's policies regarding Confidential
      Information. Upon termination of Executive's employment, the Executive agrees
      to
      immediately return to the Company all written Confidential Information
      (including, without limitation, in any computer or other electronic format)
      in
      Executive's possession.

    


    3.
      Non-Competition; Non-Solicitation.

    


    3.1
      Non-Compete.

    


    The
      Executive hereby covenants and agrees that during the term of this Agreement
      and, in the event of (a) Voluntary Termination (as defined below), or (b)
      termination by Company for Cause (as defined below) or Misconduct (as defined
      below), or (c) the expiration of the Employment Term as a result of Executive
      giving Company a Non-Renewal Notice for a period of one year following the
      end
      of the Employment Term, the Executive will not, without the prior written
      consent of the Company, directly or indirectly, on his own behalf or in the
      service or on behalf of others, whether or not for compensation, engage in
      any
      business activity, or have any interest in any person, firm, corporation or
      business, through a subsidiary or parent entity or other entity (whether as
      a
      shareholder, agent, joint venturer, security holder, trustee, partner,
      consultant, creditor lending credit or money for the purpose of establishing
      or
      operating any such business, partner or otherwise) with any Competing Business
      in the Covered Area.

    


    For
      the
      purpose of this Section 3.1, (i) "Competing Business" means any medical or
      health care company, any contract manufacturer, any research laboratory or
      other
      company or entity (whether or not organized for profit) has, or is seeking
      to
      develop, one or more products or therapies that is related to genetic testing
      through the use of urine specimens and (ii) "Covered Area" means all
      geographical areas of the United States, Italy and other foreign jurisdictions
      where Company then has offices and/or sells its products directly or indirectly
      through distributors and/or other sales agents. Notwithstanding the foregoing,
      the Executive may own shares of companies whose securities are publicly traded,
      so long as ownership of such securities do not constitute more than one percent
      (1%) of the outstanding securities of any such company.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.2
      Non-Solicitation.

    


    The
      Executive further agrees that as long as the Agreement remains in effect and,
      in
      the event of (a) Voluntary Termination, or (b) termination by Company for Cause,
      Misconduct or as a result of a Non-Renewal Notice given by the Company or
      Executive for a period of one (1) year from its termination, the Executive
      will
      not divert any business of the Company and/or its affiliates or any customers
      or
      suppliers of the Company and/or the Company's and/or its affiliates' business
      to
      any other person, entity or competitor, or induce or attempt to induce, directly
      or indirectly, any person to leave his or her employment with the Company and/or
      its affiliates.

    


    3.3
      Remedies.

    


    The
      Executive acknowledges and agrees that his obligations provided herein are
      necessary and reasonable in order to protect the Company and its affiliates
      and
      their respective business and the Executive expressly agrees that monetary
      damages would be inadequate to compensate the Company and/or its affiliates
      for
      any breach by the Executive of his covenants and agreements set forth herein.
      Accordingly, the Executive agrees and acknowledges that any such violation
      or
      threatened violation of this Section 3 will cause irreparable injury to the
      Company and that, in addition to any other remedies that may be available,
      in
      law, in equity or otherwise, the Company and its affiliates shall be entitled
      to
      obtain injunctive relief against the threatened breach of this Section 3 or
      the
      continuation of any such breach by the Executive without the necessity of
      proving actual damages.

    


    4.
      Termination.

    


    4.1
      By
      Company.

    


    The
      Company, acting by duly adopted resolutions of the Board, may, in its discretion
      and at its option, terminate the Executive's employment with or without Cause
      or
      Misconduct, and without prejudice to any other right or remedy to which the
      Company or Executive may be entitled at law or in equity or under this
      Agreement. In the event the Company desires to terminate the Executive's
      employment without Cause or Misconduct, the duly adopted resolutions of the
      Board and the Company shall give the Executive not less than sixty (60) days
      advance written notice of such termination. Termination of Executive's
      employment hereunder shall be deemed to be "for Cause" in the event that
      Executive violates his duties under any provisions of this Agreement after
      there
      has been delivered to Executive a written demand for performance from the
      Company which describes the basis for the Company's belief that Executive has
      not substantially performed his duties. Termination of Executive's employment
      hereunder shall be deemed to be "for Misconduct", if Executive is found to
      be in
      material breach of the provisions of Sections 2 or 3 of this Agreement, is
      guilty of any felony or an act of fraud or embezzlement, is guilty of willful
      misconduct or gross neglect, misappropriation, concealment or conversion of
      any
      money or property of the Company, or reckless conduct which endangers the safety
      of other persons or property during the course of employment or while on
      premises leased or owned by the Company.

    


    4.2
      Good
      Reason.

    


    For
      purposes of this Agreement "Good Reason" shall mean any of the following events
      unless it occurs with the Executive’s express prior written
      consent:

    


    
      	
              (i)

            	
              The
                assignment to Executive of any duties or the significant reduction
                of
                Executive's duties, either of which is materially inconsistent with
                Executive's position with the Company and responsibilities in effect
                immediately prior to such assignment, or the removal of Executive
                from
                such position and responsibilities;

            


    

    


    
      	
              (ii)

            	
              A
                material reduction by the Company in the compensation of Executive,
                without the Executive's written consent, as in effect immediately
                prior to
                such reduction;

            


    

    


    
      	
              (iii)

            	
              A
                material reduction by the Company in the kind or level of benefits
                to
                which Executive is entitled immediately prior to such reduction with
                the
                result that Executive's overall benefits package is significantly
                reduced;
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
    

     

    
      	
              (iv)

            	
              Change
                where the Executive is expected to perform his principal duties as
                defined
                in Section 1.2 to a location more than fifty-five (55) miles from
                or
                beyond a normal commutation from the Executive's present
                residence.

            


    

    


    
      	
              (v)

            	
              Any
                termination of Executive by the Company which is not effected for
                Misconduct, Cause or as a result of a Non Renewal Notice given by
                the
                Company or Executive, or any purported termination for Misconduct
                or Cause
                for which the grounds relied upon are determined by a court of competent
                jurisdiction not to be valid, unless Executive, following such purported
                termination, receives all compensation, including vesting of all
                unvested
                stock options and restricted stock within five business days of such
                determination;

            


    

    


    
      	
              (vi)

            	
              Company's
                violation of any material provision of this agreement, unless the
                grounds
                relied upon are determined by a court of competent jurisdiction not
                to be
                valid.

            


    

    


    The
      Executive may terminate his or her employment for Good Reason during the term
      of
      this Agreement and become entitled to the compensation provided in Section
      4.5(c). Termination by the Executive pursuant to this Section shall be
      communicated in writing to the Company and the Company's Board of Directors
      specifying the facts and circumstances serving as the basis for such
      termination.

    


    4.3
      By
      Executive's Death or Disability.

    


    This
      Agreement shall also be terminated upon the Executive's death and/or a finding
      of permanent physical or mental disability, such disability expected to result
      in death or to be of a continuous duration of no less than three (3) months,
      and
      the Executive is unable to perform his usual and essential duties for the
      Company.

    


    4.4
      Voluntary Termination.

    


    Executive
      may voluntarily terminate the Employment Term upon sixty (60) days' prior
      written notice for any reason; provided, however, that no further payments
      shall
      be due under this Agreement in that event except that Executive shall be
      entitled to any benefits due under any compensation or benefit plan provided
      by
      the Company for executives or otherwise outside of this Agreement.

    


    4.5
      Compensation on Termination.

    


    (a)
      Cause
      or Misconduct.

    


    In
      the
      event the Company terminates Executive for Cause or Misconduct, Executive shall
      not be entitled to any compensation other than Base Salary accrued through
      the
      date of termination. Such termination shall also immediately cease the vesting
      of all outstanding unvested options and restricted stock held on the date of
      termination and all such unvested options shall thereupon expire.

    


    (b)
      Voluntary Termination.

    


    In
      the
      event Executive resigns from the Company voluntarily, Executive shall not be
      entitled to any compensation other than Base Salary accrued through the
      effective date of his resignation.

    


    (c)
      Good
      Reason.

    


    In
      the
      event Executive’s employment is terminated by the Executive pursuant to Section
      4.2, the Company shall pay to Executive within fifteen (15) days after such
      termination:

    


    
      	 	
              (i)

            	
              Accrued
                Base Salary as of the date of
                termination;

            


    

    


    
      	 	
              (ii)

            	
              Reimbursement
                of business related expenses;

            


    

    


    
      	 	
              (iii)

            	
              Executive's
                Base Salary for ninety (90) calendar days from the date of termination;
                and

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
    

     

    
      	 	
              (iv)

            	
              A
                pro rata portion of any Annual Bonus to which Executive would otherwise
                be
                entitled for the year of
                termination.

            


    

    


    
      	 	
              (v)

            	
              For
                a period of three (3) months after termination, the Company shall
                continue
                to make available to Executive and to pay, consistent with the Company’s
                policy, for all health, dental, vision, life, dependent life, long-term
                disability, accidental death and dismemberment and other similar
                insurance
                plans existing on the date of Executive's
                termination

            


    

    


    


    (d)
      Death
      or Disability.

    


    In
      the
      event of termination by reason of Executive's death and/or permanent disability,
      Executive or his executors, legal representatives or administrators, as
      applicable, shall be entitled to an amount equal to Executive's Base Salary
      accrued through the date of termination, plus a pro rata share of any annual
      bonus to which Executive would otherwise be entitled for the year during which
      death or permanent disability occurs.

    


    5.
      General Provisions.

    


    5.1
      Modification; No Waiver.

    


    No
      modification, amendment or discharge of this Agreement shall be valid unless
      the
      same is in writing and signed by all parties hereto. Failure of any party at
      any
      time to enforce any provisions of this Agreement or any rights or to exercise
      any elections shall in no way be considered to be a waiver of such provisions,
      rights or elections and shall in no way affect the validity of this Agreement.
      The exercise by any party of any of its rights or any of its elections under
      this Agreement shall not preclude or prejudice such party from exercising the
      same or any other right it may have under this Agreement irrespective of any
      previous action taken.

    


    5.2
      Notices.

    


    All
      notices and other communications required or permitted hereunder or necessary
      or
      convenient in connection herewith shall be in writing and shall be deemed to
      have been given when hand delivered or mailed by registered or certified mail
      as
      follows (provided that notice of change of address shall be deemed given only
      when received):

     

    
      
        	
                If
                  to the Company, to:

              	
                Xenomics,
                  Inc.

              
	 	
                420
                  Lexington Avenue - Suite 1701

              
	 	
                New
                  York, NY 10170

              
	 	
                Attention:
                  Chief Executive Officer

              
	 	 
	
                With
                  a required copy to:

              	
                Jeffrey
                  Fessler

              
	 	
                Sichenzia
                  Ross Friedman Ference LLP

              
	 	
                1065
                  Avenue of the Americas

              
	 	
                New
                  York, NY 10018

              
	 	 
	
                If
                  to Executive, to:

              	
                Frederick
                  Larcombe

              
	 	
                107
                  Mill Pond Road

              
	 	
                Belle
                  Mead, NJ 08502

              
	 	 
	
                With
                  a required copy to:

              	
                Russell
                  Berman

              
	 	
                Kronish
                  Lieb Weiner & Hellman LLP

              
	 	
                1114
                  Avenue of the Americas - 46th Floor

              
	 	
                New
                  York, NY 10036-7798

              


      

    

     

    Or
      to
      such other names or addresses as the Company or Executive, as the case may
      be,
      shall designate by notice to each other person entitled to receive notices
      in
      the manner specified in this Section.

    


    5.3
      Governing Law.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York.

    


    5.4
      Further Assurances.

    


    Each
      party to this Agreement shall execute all instruments and documents and take
      all
      actions as may be reasonably required to effectuate this Agreement.

    


    5.5
      Severability.

    


    Should
      any one or more of the provisions of this Agreement or of any agreement entered
      into pursuant to this Agreement be determined to be illegal or unenforceable,
      then such illegal or unenforceable provision shall be modified by the proper
      court or arbitrator to the extent necessary and possible to make such provision
      enforceable, and such modified provision and all other provisions of this
      Agreement and of each other agreement entered into pursuant to this Agreement
      shall be given effect separately from the provisions or portion thereof
      determined to be illegal or unenforceable and shall not be affected
      thereby.

    


    5.6
      Successors and Assigns.

    


    Executive
      may not assign this Agreement without the prior written consent of the Company.
      The Company may assign its rights without the written consent of Executive,
      so
      long as the Company or its assignee complies with the other material terms
      of
      this Agreement. The rights and obligations of the Company under this Agreement
      shall inure to the benefit of and be binding upon the successors and permitted
      assigns of the Company, and the Executive's rights under this Agreement shall
      inure to the benefit of and be binding upon his heirs and executors. The
      Company's subsidiaries and controlled affiliates shall be express third party
      beneficiaries of this Agreement.

    


    5.7
      Entire Agreement.

    


    This
      Agreement supersedes all prior agreements and understandings between the
      parties, oral or written. No modification, termination or attempted waiver
      shall
      be valid unless in writing, signed by the party against whom such modification,
      termination or waiver is sought to be enforced.

    


    5.8
      Counterparts; Facsimile.

    


    This
      Agreement may be executed in one or more counterparts, each of which shall
      for
      all purposes be deemed to be an original, and all of which taken together shall
      constitute one and the same instrument. This Agreement may be executed by
      facsimile with original signatures to follow.

    


    IN
      WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed
      this Agreement as of the date first written above.

     

    
      	 	 	 
	"COMPANY:"	  
              Xenomics, Inc.
	 
 	 
 	 
 
	 	  	/s/ L.
              David Tomei
	 	
              

            
	 	Name: L.
              David Tomei
              Title: Chief
                Executive Officer

            



      	 	 	 
	"EXECUTIVE:"	 
	 
 	 
 	 
 
	 	  	/s/ Frederick
              Larcombe
	 	
              

            
	 	Frederick
              Larcombe